Ontario Teachers' Pension Plan Board invests in Railpower Technologies Corp.



    TORONTO, Nov. 12 /CNW/ - Ontario Teachers' Pension Plan Board ("OTPPB")
today announced that it has subscribed for a convertible debenture in the
principal amount of $35,000,000 to be offered by way of a private placement
(the "Debenture") by Railpower Technologies Corp. (the "Transaction"). The
private placement is expected to close in early January 2008, and is subject
to certain closing conditions. This news release is being issued under the
early warning provisions of Canadian provincial securities legislation.
    The Debenture will have a maturity date of five years from its date of
issuance and will have an interest rate of 5% per annum, payable semi-annually
in either cash or common shares, at the discretion of Railpower Technologies
Corp. (the "Company"). The initial principal amount of the Debenture will be
convertible, at the election of the holder, in whole or in part, into either
common shares of the Company ("Common Shares") or a new class of convertible
restricted voting shares to be created by the Company ("Restricted Shares"),
or any combination thereof, at a conversion ratio of $0.30 per share,
representing up to 116,666,667 shares. The Restricted Shares will be
convertible into Common Shares, at the option of the holder, on a one-for-one,
share-for-share basis (subject to customary adjustments, including for
subdivision or consolidation).
    Immediately following the Transaction, OTPPB is deemed under applicable
provincial securities legislation to beneficially own and control
116,666,667 Common Shares, representing 56.6% of the outstanding Common Shares
calculated on a partially-diluted basis (allowing for conversion of the
Debenture but not of any other outstanding convertible securities of the
Company).
    OTPPB has subscribed for the Debenture for investment purposes only. In
fulfilling its responsibilities as an owner of securities, OTPPB may make its
views known to the Company's management or board of directors when proxies are
solicited and on other occasions. Depending on market conditions and other
factors that OTPPB may deem material to its investment decisions, OTPPB may in
the future acquire Common Shares, Restricted Shares, options or other debt or
derivative securities, in the open market or in privately negotiated purchases
or otherwise, and may also, depending on then-current circumstances, dispose
of all or a portion of the Debentures, Common Shares, Restricted Shares,
options or other debt or derivative securities, in one or more transactions,
in each case to the extent then permitted by applicable law and regulation.

    With $106 billion in net assets as of December 31, 2006, the Ontario
Teachers' Pension Plan is the largest single-profession pension plan in
Canada. An independent organization, it invests the pension fund's assets and
administers the pensions of 271,000 active and retired teachers in Ontario.





For further information:

For further information: A copy of the Early Warning Report that will be
filed with the applicable securities commissions can be obtained by
contacting: Deborah Allan, Communications, Ontario Teachers' Pension Plan,
(416) 730-5347, deborah_allan@otpp.com; Ontario Teachers' Pension Plan, 5650
Yonge Street, Toronto, Ontario, M2M 4H5


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